UKAS Standard Terms and Conditions for Training Services
This is a legal agreement between you (the Client) and United Kingdom Accreditation Service (‘We’ or “UKAS”) for the provision of UKAS training courses (Training Courses) and standard/non-tailored online learning content, eLearning, video and other learning courses or content, accessible electronically on demand by clients (Online Learning).
By submitting an online order, you agree to these terms which will bind you and your Company.
1. Services
1.1 In consideration of the payment of fees by the Client, UKAS shall provide the Services, as detailed within the order receipt confirmation provided at the point of purchase.
1.2 UKAS shall use reasonable endeavours to supply the Training Courses and Online Learning to the Customer in accordance with the terms and conditions set out in this Agreement and reserves the right to amend any of the UKAS Training Courses and Online Learning at any time without notice.
1.3 UKAS reserves the right to cancel, curtail or re-schedule Training Courses or events, in which case it shall use reasonable endeavours to notify the Client. In such circumstances, UKAS will offer (at its sole discretion) alternative dates, a full refund, or a credit note.
1.4 Online Learning content is valid for twelve (12) months from the date of purchase, unless specified elsewhere.
1.5 The Client may only use Online Learning components within a bundle during the valid period which is between the date of purchase and its anniversary.
1.6 Any Online Learning components within a bundle that remain unused on the anniversary of this Agreement start date will expire and shall be deemed used.
2. Fees and Payment
2.1 Unless otherwise stated, the Charges for the Training shall be calculated on a per session/module per delegate basis.
2.2 Unless specified elsewhere, full payment is required before access to any elements or components of Online Learning content is provided.
2.3 UKAS shall invoice the Client in respect of the fees due under this Agreement. The fees shall be set out in this Agreement, or if no fees are specified, the standard fees charged by UKAS for such Services at the date of provision apply.
2.4 All sums payable to UKAS under this agreement:
2.4.1 Are exclusive of VAT. The Client shall pay UKAS any VAT properly chargeable on services supplied by UKAS, provided UKAS has delivered a correct VAT invoice as required by statute.
2.4.2 Shall be paid in full without any set-off, counterclaim, deduction or withholding.
2.5 The Customer shall pay any invoice submitted by UKAS within 30 calendar days of issue, and in any event prior to the Training Course taking place or access to Online Learning content being permitted.
2.6 Failure by the Customer to pay any fees when they fall due may result in:
2.6.1 The Delegate’s place on the Training Course being withdrawn.
2.6.2 The Delegate’s access to Online Learning content being withdrawn.
2.6.3 UKAS withholding issue of any certificates due to the Delegate from completion of the Training.
3. Cancellation, Transfer and Substitution
3.1 eLearning content is allocated to a particular named individual by the Client and such allocation once made cannot be transferred to any other named individual or Client.
3.2 If the Client has purchased eLearning content and have already accessed, downloaded all or part of the eLearning content and/or started to use that eLearning content then they shall have no right to cancel their order.
3.3 UKAS’ standard online learning content is not customisable in any way and The Client may not modify the components within their eLearning content nor exchange components within their eLearning content for any other components.
3.4 The cancellation and/or re-scheduling fees set out below shall apply in the event that a Training Course (or the Client’s attendance at a Training Course) is cancelled or rescheduled at the Client’s request. UKAS may issue a supplementary fee invoice to the Client for such cancellation and/or re-scheduling fees and the Client shall make full payment to UKAS within Thirty (30) Working Days of the date of that invoice:
| Date of Cancellation/Rescheduling | Cancellation Fee Payable | Transfer Fee Payable |
|---|---|---|
| 20+ clear Working Days prior to the start of the course | 0% of course value | 0% of course value |
| 19-11 clear Working Days prior to the start of the course | 50% of course value | 25% of course value |
| 10-6 clear Working Days prior to the start of the course | 75% of course value | 50% of course value |
| Fewer than 6 Working Days prior to the start of the course | 100% of course value | 50% of course value |
3.5 Substitutions for alternative Delegates on Training Courses will be accepted in writing up to two clear working days before the start of the course.
4. Intellectual Property
4.1 Any document including, but not limited to, any presentation or course material provided by UKAS and the copyright contained therein shall be and remain the property of UKAS. The Client shall not alter or misrepresent the contents of such documents in any way. The Client shall be entitled to make copies for its internal purposes only.
4.2 Unauthorised sharing, copying and reproduction of UKAS’ eLearning content is strictly prohibited, and UKAS reserve the right to recover loss of revenue, loss of profits and all other costs (including all legal cost) incurred in the enforcement of this clause.
4.3 Each party agrees that money damages alone would not be an adequate remedy for the breach of the provisions of clause 4.2 above and UKAS shall be entitled to seek any legal remedy or relief to prevent any breach, or anticipated breach, by the Client or their delegate as is deemed proper by a court of competent jurisdiction. This right shall be in addition to UKAS’ other rights in law or in equity.
5. Intellectual Property
5.1 Definitions
In this schedule to the Standard Terms and Conditions for Training Services, the following definitions shall apply:
5.1.1 Agreement means these Standard Terms and Conditions for Training Services;
5.1.2 Data Controller, Data Subject, Personal Data, Process, Processes, Processing shall have the meanings given to them in the Data Protection Legislation;
5.1.3 Customer Personal Data means any personal data provided to UKAS by a customer or prospective customer, or on a customer’s behalf, for the purpose of providing our services to you pursuant to this Agreement;
5.1.4 Data Protection Legislation means all data protection and privacy legislation, regulations and guidance applicable in respect of a party from time to time including, without limitation as applicable, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003; and any applicable guidance or codes of practice issued by Working Party 29, the European Data Protection Board or the Data Protection Regulator from time to time (all as amended, updated or re-enacted from time to time);
5.1.5 Data Protection Regulator means the UK Information Commissioner’s Office, or any successor body to either regulator from time to time and any other regulator or supervisory authority with jurisdiction over either party;
5.1.6 Discloser means the party disclosing Customer Personal Data to the Recipient;
5.1.7 Privacy Notice means the purposes for which Customer Personal Data is Processed under or in connection with this Agreement, as further set out in UKAS’ Privacy Notice: https://www.ukas.com/privacy-statement/
5.1.8 Purpose(s) means the purposes for which Customer Personal Data is Processed under or in connection with this Agreement, as further set out in UKAS’ Privacy Notice;
5.1.9 Recipient means the party receiving Customer Personal Data from the Discloser;
5.1.10 Schedule means this Data Protection & Security Schedule which forms part of this Agreement;
5.1.11 Security Breach means an actual, suspected or threatened event that affects the confidentiality, integrity, availability and/or resilience of the customer personal data, the systems on which it is processed, and/or the services through which it is accessed, including (without limitation) a ‘personal data breach’ as defined in data protection legislation;
5.1.12 Special Categories of Personal Data means personal data revealing racial or ethnic origin, political opinions, sex life or sexual orientation, religious or philosophical beliefs and trade-union membership. It also includes processing of genetic and biometric data used to uniquely identify a natural person and data concerning health;
5.1.13 Third Party Recipients means the third parties as set out in clause 5.3.3 of this Schedule and UKAS’ Privacy Notice.
5.1.14 UKAS or We or Us means the United Kingdom Accreditation Service Ltd;
5.1.15 You or your means customers or prospective customers of UKAS.
5.2 Data Protection
5.2.1 For the purposes of this Agreement, both UKAS and You are a data controller. You will be the Discloser and UKAS will be the Recipient of Customer Personal Data.
5.2.2 Each party shall Process the Customer Personal Data in accordance with the Data Protection Legislation.
5.2.3 In relation to the Customer Personal Data, the Discloser shall ensure that:
5.2.3.1 the Customer Personal Data has been obtained by it and transferred to the Recipient, in accordance with the Data Protection Legislation;
5.2.4 In particular:
5.2.4.1 the Customer Personal Data is accurate and up to date;
5.2.4.2 it has provided Data Subjects with a Privacy Notice on its own behalf and on behalf of the Recipient that allows the Recipient to Process the Customer Personal Data for the Purposes; and
5.2.4.3 to the extent that consent of the Data Subjects is required:
(a) it has obtained the consent of the Data Subjects to:
(i) its transfer of the Customer Personal Data to the Recipient; and
(ii) the Processing of the Customer Personal Data for the Purposes by the Recipient; and
(iii) it will immediately notify the Recipient in the event that a Data Subject withdraws or amends this consent.
5.2.5 Neither party shall Process Customer Personal Data for any purposes other than the Purposes.
5.3 Security
5.3.1 Without prejudice to clause 5.2.1 of this Schedule, the Discloser shall transfer Customer Personal Data using appropriate technical and organisational security measures including, but not limited to, using password protection when e-mailing Special Categories of Personal Data.
5.3.2 Without prejudice to clause 5.2.1 of this Schedule, the Recipient shall:
5.3.2.1 implement and maintain appropriate technical and organisational measures to preserve the confidentiality and integrity of the Customer Personal Data and prevent any unlawful Processing or disclosure or damage, taking into account the state of the art, the costs of implementation, the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of the Data Subjects.
5.3.2.2 ensure that employees who have access to Customer Personal Data have undergone training in the Data Protection Legislation and in the care and handling of Customer Personal Data;
5.3.2.3 not disclose any Customer Personal Data to any third party in any circumstances except as required or permitted by this agreement or Data Protection Legislation;
5.3.2.4 notify the Discloser promptly of any known breach of technical and organisational security measures where the breach has affected or could have affected the Customer Personal Data (“Security Breach”);
5.3.2.5 notify the Discloser promptly if it receives any request or enquiry from a Data Protection Regulator or Data Subject with regard to the Customer Personal Data;
5.3.2.6 take reasonable steps to ensure the reliability of any of its employees, agents and contractors who have access to the Customer Personal Data;
5.3.2.7 ensure that only those of its employees, agents and contractors who need to have access to the Customer Personal Data are granted such access to the Customer Personal Data and only for Purposes; and
5.3.2.8 ensure that the employees, agents and contractors who, in accordance with clause 5.3.2.7 have access to the Customer Personal Data:
(a) are informed of the confidential nature of the Customer Personal Data and are subject to appropriate contractual obligations of confidentiality;
(b) undergo training in Data Protection Legislation and in the care and handling of Personal Data; and
(c) Comply with the obligations set out in this Schedule.
5.3.3 In order to provide our services, UKAS may disclose the Customer Personal Data to UKAS group companies, regulatory bodies or other third parties including but not limited to, Accreditation Scheme owners, our Financial Auditors, our Peer Evaluators and other third parties as set out in UKAS’ Privacy Notice (“Third Party Recipients“).
5.3.4 In the event Third Party Recipients are located outside of the European Economic Area, UKAS will take further actions to ensure that the transfer is subject to adequate safeguarding measures and in compliance the Data Protection Legislation.
5.3.5 Parties shall cooperate with each other and take such reasonable commercial steps or provide such information as is necessary to enable the other party to comply with the Data Protection Legislation in relation to the Customer Personal Data.
5.3.6 A breach of this Schedule shall be deemed a material breach of this agreement.
5.3.7 At all times during the terms of this Agreement, You shall indemnify UKAS and keep UKAS indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by UKAS arising from any breach of the obligations You have under this Schedule except and to the extent that such liabilities have resulted directly from UKAS’ instructions.
Should you require any further details regarding this Schedule or our Privacy Notice, please contact our Privacy and Data Compliance Officer (Georgia Alsop) via the following contact details:
Post: United Kingdom Accreditation Services Limited, 2 Pine Trees, Chertsey Lane, Staines-Upon-Thames, TW18 3HR
E-mail: [email protected]
Telephone: +44 (0) 1784 429000